AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON JANUARY 24, 2003

                                                   REGISTRATION NO. 333-101436



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ___________

                        PRE-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  ___________

                              VICOM, INCORPORATED
            (Exact name of registration as specified in its charter)

           MINNESOTA                   4813                     41-1255001
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
 incorporation or organization) Classification Code Number)  Identification No.)

                            9449 SCIENCE CENTER DRIVE
                            NEW HOPE, MINNESOTA 55428
                                 (763) 504-3000
              (Address, including zip code, and telephone number,
        including area code of registrant's principal executive offices)

                                JAMES L. MANDEL
                            CHIEF EXECUTIVE OFFICER
                            9449 SCIENCE CENTER DRIVE
                            NEW HOPE, MINNESOTA 55428
                                 (763) 504-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  ___________

                                   COPIES TO:
                              STEVEN M. BELL, ESQ.
                            9449 SCIENCE CENTER DRIVE
                            NEW HOPE, MINNESOTA 55428
                                 (763) 504-3051

                                  ___________

          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
  As soon as practicable after this registration statement becomes effective.
                                  ___________

     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box. [ ]




     If  this  Form  is  filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and  list  the  Securities  Act  registration  statement  number  of the earlier
effective  date  registration  statement  for  the  same  offering. [ ]

     If  this  Form  is a post-effective amendment filed pursuant to Rule 462(c)
under  the  Securities  Act, check the following box and list the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering. [ ]

     If  delivery of the prospectus is expected to be made pursuant to Rule 434,
please  check  the  following  box.

                                  ___________




                                                   CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
  SECURITIES TO BE                       AMOUNT TO       OFFERING PRICE             AGGREGATE                    AMOUNT OF
    REGISTERED                        BE REGISTERED        PER SHARE(1)          OFFERING PRICE(1)            REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Shares of Common Stock par value
 $0.01 per share                         320,000                  $1.06                    $339,200                     $89.55

Shares of Common Stock, par value
 $0.01  per share, underlying Warrants   300,000                  $1.06                    $318,000                     $83.95

-----------------------------------------------------------------------------------------------------------------------------------
Total                                    620,000                  $1.06                    $657,200                     $173.50
(1)  Estimated  solely  for  the  purpose  of  calculating  the registration fee
     pursuant to Rule 457 under the Securities Act of 1933. Based on the closing
     price  for  the  common stock on January 13, 2003 as reported on The NASDAQ
     SmallCap  Market.

===================================================================================================================================



     THE  REGISTRANT  HEREBY  AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT THIS REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE  SECURITIES  ACT  OF  1933  OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE  ON  SUCH  DATE  AS  THE  SECURITIES  AND  EXCHANGE COMMISSION, ACTING
PURSUANT  TO  SAID  SECTION  8(a),  MAY  DETERMINE.










 (Subject  to Completion) THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND
MAY  BE  CHANGED.  WE  MAY  NOT  SELL  THESE  SECURITIES  UNTIL THE REGISTRATION
STATEMENT  FILED  WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS  IS  NOT AN OFFER TO SELL SECURITIES AND WE ARE NOT SOLICITING OFFERS
TO  BUY  THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.




PROSPECTUS  ISSUED  JANUARY 24, 2003


                              VICOM, INCORPORATED
                                     620,000
                             Shares of Common Stock



     This  Prospectus  relates to the sale of up to 620,000 shares of our common
stock  by  certain selling shareholders some of which shares have been purchased
and  others  that  may  be  purchased upon the exercise of common stock purchase
warrants.

     We  will  receive  proceeds upon any exercise of the warrants.  See "Use of
Proceeds"  on  page  4.

     Our  common  stock is traded on The NASDAQ SmallCap Market under the symbol
"VICM."  On  January 13, 2003, the closing sales price of our common stock as
reported  by  The  NASDAQ  SmallCap  Market  was  $1.06  per  share.

     The  selling  shareholders  may  offer the shares through public or private
transactions, at prevailing market prices or at privately negotiated prices. The
selling  shareholders  may  make sales directly to purchasers or through agents,
dealers  or  underwriters.

                                  ___________

       YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS OF THIS PROSPECTUS.

                                  ___________

     The Securities and Exchange Commission and state securities regulators have
not  approved  or disapproved these securities, or determined if this prospectus
is  truthful  or  complete.  Any  representation  to  the contrary is a criminal
offense.

                                  ___________

                THE DATE OF THIS PROSPECTUS IS JANUARY 24, 2003.





                                TABLE OF CONTENTS



                                                         PAGE #
                                                         ------
I.     PROSPECTUS  SUMMARY                                 1

II.    OUR  COMPANY                                        1

III.   RISK  FACTORS                                       2

IV.    FORWARD LOOKING STATEMENTS                          4

V.     GOING  CONCERN                                      4

VI.    USE  OF  PROCEEDS                                   4

VII.   SELLING  SHAREHOLDERS                               6

VIII.  PLAN  OF  DISTRIBUTION                              6

IX.    LEGAL  MATTERS                                      7

X.     EXPERTS                                             7

XI.    WHERE  YOU  CAN  FIND  MORE  INFORMATION            8

XII.   INCORPORATION OF CERTAIN INFORMATION BY REFERENCE   9

XIII.  INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS   9


                               PROSPECTUS SUMMARY

     This  summary  highlights selected information and does not contain all the
information  that is important to you. You should carefully read this prospectus
and  the  documents  we  have  referred you to in "Where You Can Find More
Information"  on  page  8  for  more  information  about Vicom and our financial
statements.  In  this  prospectus,  references  to "Vicom," "we," "us" "our" and
"Company"  refer  to  Vicom,  Incorporated  and  its  subsidiaries.

                                  OUR COMPANY

     Vicom,  Incorporated (Vicom) is a Minnesota corporation formed in September
1975.  Vicom  is  the  parent  corporation  of  two  wholly-owned  subsidiaries,
Corporate  Technologies,  USA,  Inc.  (CTU),  and  MultiBand,  Inc. (MultiBand).

     Vicom  completed an initial public offering in June 1984. In November 1992,
Vicom  became a non-reporting company under the Securities Exchange Act of 1934.
In  July  2000, Vicom regained its reporting company status.  In December, 2000,
Vicom  stock  began  trading on the NASDAQ stock exchange under the symbol VICM.

     Vicom's  website  is  located  at:  www.vicominc.net  .
                                         ----------------

     Vicom  recently expanded its efforts to establish itself within the rapidly
evolving  telecommunications  and  computer  industries.  Effective December 31,
1998,  Vicom  acquired  the  assets  of  the Midwest region of Enstar Networking
Corporation  (ENC),  a data cabling and networking company. In late 1999, in the
context  of  a forward triangular merger, Vicom, to expand its range of computer
products  and  related  services,  purchased  the  stock  of  Ekman,  Inc. d/b/a
Corporate  Technologies,  and merged Ekman, Inc. into the newly formed surviving
corporation,  Corporate Technologies, USA, Inc. (CTU).  CTU provides voice, data
and  video systems and services to business and government.  MultiBand, Inc. was
incorporated  in  February 2000.  MultiBand, Inc. provides voice, data and video
services  to  multiple  dwelling  units  (MDU's).

     As of September 30, 2002, CTU was providing telephone equipment and service
to  approximately  1,000  customers,  with  approximately  10,000  telephones in
service.  In  addition,  CTU  provides  computer  products  and  services  to
approximately  3,000  customers.  MultiBand,  as  of  September  30,  2002,  had
approximately  850  customers.  Telecommunications  systems distributed by Vicom
are  intended  to  provide  users  with flexible, cost-effective alternatives as
compared  to  systems  available from major telephone companies, including those
formerly  comprising  the  Bell  System  and  from  other interconnect telephone
companies.

     CTU  provides  a full range of voice, data and video communications systems
and  service,  system  integration, training and related communication sales and
support  activities  for  commercial,  professional and institutional customers,
most  of  which  are  located  in Minnesota, North Dakota, and South Dakota. CTU
purchases  products  and  equipment  from  NEC  America,  Inc.  (NEC),  Siemens
Enterprise  Networks  (Siemens),  Cisco  Systems,  Inc. (Cisco), Nortel Networks
Corp.  (Nortel),  Tadiran  Telecom,  Inc.  (Tadiran), and other manufacturers of
communications and electronic products and equipment. CTU uses these products to
design  telecommunications  systems  to  fit  its  customers' specific needs and
demands.

                                        1



                                  RISK FACTORS

       Our  operations  and  our  securities  are  subject to a number of risks,
including  but  not  limited  to  those described below. If any of the following
risks  actually occur, the business, financial condition or operating results of
Vicom  and  the  trading  price or value of our common stock could be materially
adversely  affected.

GENERAL

     Although  Vicom  has  been  in the telecommunications industry continuously
since  1975,  the industry, due to the dual forces of changes in regulations and
changes  in  technology,  has  been in an unsettled state for several years. The
forces  producing  these changes, however, can blow in contrary directions. They
can  capsize  companies  too slow or unimaginative to cope with rapidly changing
developments;  or  they can propel to the forefront those companies that embrace
opportunities  created  by  change.

       Vicom,  since  1998,  has taken several significant steps to reinvent and
reposition  itself  to  take  advantage of opportunities presented by a shifting
economy  and  industry  environment.

        Recognizing  that  voice,  data  and  video  technologies  in  the  late
twentieth  century  were  beginning  to  systematically  integrate  as  industry
manufacturers  were  evolving  technological standards from "closed" proprietary
networking  architectures  to  a  more  "open" flexible and integrated approach,
Vicom,  between  1998  and  2001,  purchased  three  competitors  which,  in the
aggregrate,  possessed  expertise in data networking, voice and data cabling and
video  distribution  technologies.

        In  early  2000,  Vicom  created its Multiband subsidiary, employing the
aforementioned  expertise,  to provide communications and entertainment services
(local  dial  tone,  long  distance,  high-speed internet and expanded satellite
television  services)  to  residents in Multi-Dwelling-Unit properties (MDUs) on
one  billing  platform.  Although  Multiband related revenues (installations and
recurring  subscriber  fees)  should  account for less than 10% of overall Vicom
revenues  in  2002,  Vicom  expects  Multiband  related  revenues  to  increase
significantly  in  2003  as a percentage of overall revenues. These revenues are
expected  to  provide  higher  gross margins than the company's more traditional
sales  to  commercial  enterprises.

       The  specific  risk factors, as detailed below, should be analyzed in the
context  of  the  Company's  anticipated  Multiband  related  growth.

NET  LOSSES

     The  Company  had  net  losses  of  $3,278,757  for  the  nine months ended
September 30, 2002;  $5,325,552 for the fiscal year ended December 31, 2001, and
$4,235,831  for  the  fiscal  year  ended  December 31, 2000. Vicom may never be
profitable.

     The  prolonged  effects of generating losses without additional funding may
restrict  our  ability to pursue our business strategy. Unless our business plan
is  successful,  an investment in our common stock may result in a complete loss
of  an  investor's  capital.

     If we cannot achieve profitability from operating activities, we may not be
able  to  meet:

     -     our  capital  expenditure  objectives;

     -     our  debt  service  obligations;  or

     -     our  working  capital  needs.

DEPENDENCE  ON  ASSET-BASED  FINANCING

     Vicom  currently  depends on asset-based financing to purchase product, and
we  cannot  guarantee  that  such  financing  will  be  available in the future.
Furthermore,  we  need additional financing to support the anticipated growth of
our  MultiBand  subsidiary.  We  cannot guarantee that we will be able to obtain
this  additional  financing.

     However,  the  Company  recently  introduced a program where it can control
capital  expeditures  by  contracting MultiBand services and equipment through a
landlord  or  third  party  investor  owned equipment program. This program both
significantly  reduces  any  Company  expenditures  in  a  Multi-dwelling-unit
installation  and  permits  the  Company to record revenues from the third party
sale  of  said  equipment.  Of  the last three MDU installations the Company has
performed,  it  has  sold  the  equipment  in  two.

                                        2

GOODWILL

     In  June  2001,  the  Financial  Accounting  Standards Board (FASB) adopted
Statement  of  Financial  Accounting  Standards  (SFAS) 142, "Goodwill and Other
Intangible  Assets"  which  changes  the amortization rules on recorded goodwill
from a monthly amortization to a periodic "impairment" analysis for fiscal years
beginning  after December 15, 2001. The Company evaluated the impact of this new
Accounting standard and, with the use of an independent expert, determined there
was  no  goodwill  impairment  as  of  September 30, 2002.  However, the Company
could,  in  the  future,  be  subject  to  a  determination that its goodwill is
impaired.  As  of  September  30,  2002,  the  Company  had recorded goodwill of
approximately  2.7  million  dollars.

DEREGULATION

     Several  regulatory  and  judicial proceedings have recently concluded, are
underway  or  may soon be commenced that address issues affecting operations and
those  of  our competitors, which may cause significant changes to our industry.
We  cannot predict the outcome of these developments, nor can we assure you that
these  changes  will  not have a material adverse effect on us. Historically, we
have  been  a  reseller  of products and services, not a manufacturer or carrier
requiring  regulation  of  its  activities.  Pursuant to Minnesota statutes, our
MultiBand  activity  is specifically exempt from the need to tariff our services
in  multiple  dwelling units (MDUs). However, the Telecommunications Act of 1996
provides  for  significant  deregulation  of  the  telecommunications  industry,
including  the  local  telecommunications  and  long-distance  industries.  This
federal  statute  and  the related regulations remain subject to judicial review
and  additional rule-makings of the Federal Communications Commission, making it
difficult  to  predict  what  effect  the  legislation  will  have  on  us,  our
operations,  and  our  competitors.

DEPENDENCE  ON  STRATEGIC  ALLIANCES

     Vicom  has  a  distribution  agreement  with  NEC,  its  main  supplier  of
telecommunication  products,  which  expires  June  30, 2003. An interruption or
substantial  modification  of  Vicom's  distribution relationship with NEC could
have  a  material  adverse  effect  on  Vicom's  business, operating results and
financial  condition.

     In  addition,  several  suppliers, or potential suppliers of Vicom, such as
McLeod, WorldCom, WS Net, XO Communications and others have filed for bankruptcy
in  recent  years.  While  the  financial distress of its suppliers or potential
suppliers  could  have  a  material  adverse  effect  on Vicom's business, Vicom
believes  that  enough alternate suppliers exist to allow the Company to execute
its  business  plans.

CHANGES  IN  TECHNOLOGY

     A portion of our projected future revenue is dependent on public acceptance
of  broadband,  and  expanded satellite television services. Acceptance of these
services  is  partially  dependent  on  the  infrastructure  of the internet and
satellite  television  which  is  beyond  Vicom's  control.  In  addition, newer
technologies,  such  as  video-on-demand, are being developed which could have a
material  adverse  effect on the Company's competitiveness in the marketplace if
Vicom  is  unable  to  adopt  or  deploy  such  technologies.

ATTRACTION  AND  RETENTION  OF  EMPLOYEES

     Vicom's  success  depends  on  the  continued  employment  of  certain  key
personnel,  including  executive  officers.  If Vicom were unable to continue to
attract and retain a sufficient number of qualified key personnel, its business,
operating  results  and  financial  condition  could be materially and adversely
affected.  In  addition,  Vicom's  success  depends  on  its ability to attract,
develop,  motivate  and  retain highly skilled and educated professionals with a
wide  variety  of  management,  marketing,  selling  and technical capabilities.
Competition  for  such  personnel  is intense and is expected to increase in the
future.

BUSINESS  GROWTH  AND  SCALABILITY

     Vicom's  Multiband  subsisidary,  as  of  October  31,  2002, was providing
communications  and entertainment services to nine MDUs located in Minnesota and
North Dakota. Vicom needs to provide products and services to additional MDUs if
it  is  to become profitable. Vicom may need to go beyond its current geographic
territory  to  increase  its  MDU  customers  and  attract additional financing.

     In  expanding  the  provision  of  its  services  to  MDUs  in  its current
territories  and  beyond,  Vicom  needs to successfully overcome a number of the
factors  listed  above  such  as,  attracting  the  capital  to finance expanded
installations,  obtained additional technical staff for installation and support
in  its  present  markets and beyond; and extending its key vendor relationships
into  other  markets.

INTELLECTUAL  PROPERTY  RIGHTS

     Vicom  relies  on  a  combination of trade secret, copyright, and trademark
laws,  license  agreements,  and  contractual  arrangements  with  certain  key
employees  to protect its proprietary rights and the proprietary rights of third
parties  from  which  Vicom licenses intellectual property. If it was determined
that  Vicom  infringed  the  intellectual property rights of others, it could be
required  to  pay substantial damages or stop selling products and services that

                                        3


contain  the  infringing  intellectual  property,  which  could  have a material
adverse  effect  on  Vicom's  business,  financial  condition  and  results  of
operations.  Also, there can be no assurance that Vicom would be able to develop
non-infringing  technology  or  that  it  could obtain a license on commercially
reasonable  terms,  or at all. Vicom's success depends in part on its ability to
protect  the  proprietary  and  confidential  aspects  of its technology and the
products  and  services  it  sells.  There  can  be  no assurance that the legal
protections  afforded  to  Vicom or the steps taken by Vicom will be adequate to
prevent  misappropriation  of  Vicom's  intellectual  property.

VARIABILITY  OF  QUARTERLY  OPERATING  RESULTS;  SEASONALITY

     Variations  in Vicom's revenues and operating results occur from quarter to
quarter  as  a  result  of  a  number of factors, including customer engagements
commenced  and  completed  during  a  quarter,  the number of business days in a
quarter,  employee  hiring  and  utilization  rates, the ability of customers to
terminate  engagements  without  penalty,  the size and scope of assignments and
general  economic  conditions. Because a significant portion of Vicom's expenses
are  relatively  fixed,  a  variation  in the number of customer projects or the
timing  of  the  initiation  or  completion  of projects could cause significant
fluctuations  in  operating  results from quarter to quarter. Further, Vicom has
historically experienced a seasonal fluctuation in its operating results, with a
larger  proportion  of  its  revenues  and operating income occurring during the
third  quarter  of  the  fiscal  year.

CERTAIN  ANTI-TAKEOVER  EFFECTS

     Vicom is subject to Minnesota statutes regulating business combinations and
restricting  voting  rights  of certain persons acquiring shares of Vicom. These
anti-takeover statutes may render more difficult or tend to discourage a merger,
tender  offer or proxy contest, the assumption of control by a holder of a large
block  of  Vicom's  securities,  or  the  removal  of  incumbent  management.

USE  OF  PROCEEDS  OF  EXERCISED  WARRANTS

     Vicom  intends  to  use  any proceeds from the exercise of the warrants for
working capital and other general corporate purposes. If our management does not
effectively  use  such  proceeds,  our  stock  price  could  decline.

VOLATILITY  OF  VICOM'S  COMMON  STOCK

     The  trading  price  of  our  common  stock  has  been  and is likely to be
volatile.  The  stock  market  has  experienced  extreme  volatility,  and  this
volatility  has  often been unrelated to the operating performance of particular
companies.  We  cannot be sure that an active public market for our common stock
will  continue after this offering. Investors may not be able to sell the common
stock  at or above the price they paid for their common stock, or at all. Prices
for the common stock will be determined in the marketplace and may be influenced
by  many  factors,  including  variations  in  our financial results, changes in
earnings  estimates  by industry research analysts, investors' perceptions of us
and  general  economic,  industry  and  market  conditions.

FUTURE  SALES  OF  OUR  COMMON  STOCK  MAY  LOWER  OUR  STOCK  PRICE

     If  our  existing  shareholders sell a large number of shares of our common
stock,  the  market  price of the common stock could decline significantly.  The
perception in the public market that our existing shareholders might sell shares
of  common  stock  could  depress  our  market  price.

                           FORWARD-LOOKING STATEMENTS

     This registration statement and related prospectus contains forward-looking
statements  within  the  meaning  of federal securities law. Terminology such as
"may,"  "will,"  "expect,"  "anticipate,"  "believe,"  "estimate,"  "continue,"
"predict,"  or  other  similar words, identify forward-looking statements. These
statements  discuss  future  expectations,  contain  projections  of  results of
operations or of financial condition or state other forward-looking information.
Forward-looking  statements  appear in a number of places in this prospectus and
include  statements  regarding  our intent, belief or current expectation about,
among other things, trends affecting the industries in which we operate, as well
as  the  industries we service, and our business and growth strategies. Although
we  believe  that the expectations reflected in these forward-looking statements
are  based  on  reasonable  assumptions,  forward-looking  statements  are  not
guarantees  of  future  performance  and involve risks and uncertainties. Actual
results  may  differ  materially  from  those  predicted  in the forward-looking
statements  as  a  result of various factors, including those set forth in "Risk
Factors."

                                  GOING CONCERN

     Should  the Company not be able to satisfactorily receive many of the items
discussed  previously  under "Risk Factors", it may not be able to continue as a
going  concern.

                                USE OF PROCEEDS

     We  will  receive  proceeds  from  any exercise of warrants sold under this
prospectus,  those  proceeds  estimated  to  be  $290,000,  after payment of the
offering  expenses  and  assuming the warrants are exercised.  We have agreed to
pay  all of the expenses related to this offering, estimated to be approximately
$10,000.

                                        4


     We  expect  to  use  the  net  proceeds  from  the exercise of the warrants
primarily  for  acquisitions,  working  capital  and  other  general  corporate
purposes,  including  expenditures  for  sales,  marketing,  fixed  assets  and
inventory.  No  specific  amount  has  been allocated to any particular purpose.
Pending  these  uses,  we  intend to invest the net proceeds of this offering in
investment  grade,  interest-bearing  securities.

     DIVIDEND  POLICY

     We have never paid cash dividends on our common stock, nor do we have plans
to  do  so  in  the  foreseeable future. The declaration and payment of any cash
dividends  on  our common stock in the future will be determined by our Board of
Directors,  in its discretion, and will depend on a number of factors, including
our  earnings,  capital  requirements  and  overall  financial  condition.

     The  holders  of  our  Series  A Cumulative Convertible Preferred Stock are
entitled to receive a cumulative dividend of 8% per year, payable quarterly, and
the  holders of our Series B and Series C Cumulative Convertible Preferred Stock
are  entitled  to receive cumulative dividends of 10% per year, payable monthly.
The  holders of our Series D Cumulative Convertible Preferred Stock are entitled
to  receive  a  cumulative  dividend  of  14%  per year, payable quarterly.  The
holders  of  our Series E Cumulative Convertible Preferred Stock are entitled to
receive  a  cumulative  dividend  of  15%  per  year, payable quarterly in kind.

                                        5

                              SELLING SHAREHOLDERS


     This prospectus covers offers and sale of shares of our common stock by the
selling  shareholders,  which shares may be purchased upon exercise of warrants.

     The  table below lists the selling shareholders, shows the shares of common
stock  beneficially  owned by each of the selling shareholders as of October 31,
2002,  and  the  shares  offered for resale by each of the selling shareholders.
Beneficial  ownership includes shares which the selling shareholders can acquire
upon  exercise  of  the  warrants (all of which are currently exercisable) or of
options  exercisable  currently  or  within 60 days after October 31, 2002.  Our
registration  of  these  shares  does  not  necessarily  mean  that  any selling
stockholder  will  sell all or any of their shares of common stock.  The "Shares
Beneficially  Owned  After Offering" columns in the table assume that all shares
covered  by  this  prospectus  will  be  sold  by  the  shareholders and that no
additional shares of common stock are bought or sold by any selling shareholder.
Except  for  the  placement  agent,  or  as  noted  in the footnotes, no selling
stockholder  has had, within the past three years, any position, office or other
material  relationships  with  us.

     The  information  provided  in  the table is from the selling shareholders,
reports furnished to us under rules of the SEC, and our stock ownership records.



                                     Shares Beneficially                                 Shares Beneficially
                                         Owned Prior                     Shares              Owned After
                                       To Offering (1)                 To Be Sold           Offering (1)
                         --------------------------------------------  ----------           ------------
                                    Shares       Total
                                   Underlying    Number of
                                                                                 
Beneficial Owner        Shares(2)   Warrants      Shares(3)   Percent                      Number      Percent
------------------------------------------------------------------------------------------------------------------
Marlin Financial Group   300,000    300,000      600,000       4.5%     600,000               0          0
------------------------------------------------------------------------------------------------------------------
Insight Capital
Consultants Corp.         20,000          0       20,000          *      20,000               0          0

------------------------------------------------------------------------------------------------------------------
TOTAL                    320,000    300,000      620,000                620,000               0          0
------------------------------------------------------------------------------------------------------------------
* Less than one percent





                              PLAN OF DISTRIBUTION

     Vicom  is  registering  the shares of common stock on behalf of the selling
shareholders.  All  costs, expenses and fees in connection with the registration
of  the  shares  offered by this prospectus will be borne by Vicom.  The sale of
the  shares  may be effected by selling shareholders from time to time in one or
more  types  of transactions, which may include block transactions, sales in the
over-the-counter  market or on a national securities market or quotation system,
in negotiated transactions, through put or call options transactions relating to
the  shares, through short sales of shares, or a combination of these methods of
sales, at market prices prevailing at the time of sale, or at negotiated prices.
These  transactions  may  or  may  not  involve  brokers or dealers. The selling
shareholders  have  advised  us  that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker dealers regarding
the  sale of their securities, nor is there an underwriter or coordinated broker
acting  in  connection  with  the  proposed  sale  of  shares  by  the  selling
shareholders.

     The  selling  shareholders  may  make  these transactions by selling shares
directly to purchasers or to or through broker-dealers, who may act as agents or
principals.  Those  broker-dealers  may  receive  compensation  in  the  form of
discounts,  concessions  or  commissions  from  selling  shareholders and/or the
purchasers  of  shares  for whom the broker-dealers may act as agents or to whom
they  sell  as principal, or both, which compensation as to a particular broker-
dealer  might  be  in  excess  of  customary  commissions.

     The selling shareholders and any broker-dealers that act in connection with
the  sale  of  shares  may  be deemed to be "underwriters" within the meaning of
Section  2(11)  of  the  Securities  Act  of  1933,  as amended. Any commissions
received by the broker/dealers or any profit on the resale of the shares sold by
them  while acting as principals might be deemed to be underwriting discounts or
commissions  under  the  Securities  Act.  The selling shareholders may agree to
indemnify  any  agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against various liabilities, including liabilities
arising  under  the  Securities  Act.

     Because  selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders will be

---------------------------
1    Each  person has sole voting and sole dispositive power with respect to all
outstanding  shares,  except  as  noted.

2    Excludes  shares  underlying  warrants.

3    Based  on  an average of 12,882,073 shares outstanding at October 31, 2002,
and  13,182,073  shares  outstanding after the exercise of warrants. Each figure
showing  the  percentage  of  outstanding  shares  owned  beneficially  has been
calculated  by  treating  as  outstanding  and  owned  the shares which could be
purchased  by  the  indicated  person  within 60 days upon the exercise of stock
options  and  warrants  (including  the  warrants).

                                        6




subject  to  the prospectus delivery requirements of the Securities Act. We have
informed  the  selling  shareholders  that  the  anti-manipulative provisions of
Regulation  M promulgated under the Securities Exchange Act of 1934 may apply to
their  sales  in  the  market.

     Selling shareholders also may resell all or a portion of the shares in open
market  transactions in reliance upon Rule 144 under the Securities Act, if they
meet  the  criteria  and conform to the requirements of Rule 144. Upon our being
notified by a selling shareholder that any material arrangement has been entered
into  with a broker-dealer for the sale of shares through a block trade, special
offering,  exchange  distribution  or  secondary distribution or a purchase by a
broker  or  dealer,  a supplement to this prospectus will be filed, as required,
pursuant  to  Rule  424(b)  under  the  Securities  Act,  disclosing:

     -     the  name  of  that  selling  shareholder  and  of  the participating
           broker-dealer(s);

     -     the  number  of  shares  involved;

     -     the  initial  price  at  which  the  shares  were  sold;

     -     the  commissions  paid  or  discounts  or  concessions allowed to the
           broker-dealer(s),  where  applicable;

     -     that the broker/dealer(s) did not conduct any investigation to verify
           the  information  set  out  or incorporated by reference in this
           prospectus; and

     -     other  facts  material  to  the  transactions.

INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Under  Section  302A.251  of  the  Minnesota statutes, a corporation shall,
unless  prohibited  or  limited  by  its  Articles  of  Incorporation or Bylaws,
indemnify  its  directors,  officers,  employees  and  agents against judgments,
penalties, fines, settlements and reasonable expenses, including attorneys' fees
and disbursements, incurred by such person who was, or is threatened to be, made
a  party  to  a  proceeding  by  reason  of the fact that the person is or was a
director,  officer,  employee  or  agent  of  the corporation if generally, with
respect  to the acts or omissions of the person complained of in the proceeding,
the  person (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith; (iii) received no improper
personal  benefit;  (iv) in the case of a criminal proceeding, had no reasonable
cause  to  believe  the  conduct  was  unlawful; and (v) reasonably believed the
conduct  was  in  the  best  interest  of  the  corporation  or,  in  certain
circumstances,  reasonably believed that the conduct was not opposed to the best
interests  of  the  corporation.  Minnesota  corporate  law also provides that a
corporation  may  purchase  and  maintain insurance on behalf of any indemnified
party  against  any  liability  asserted against such person, whether or not the
corporation  would  have been required to indemnify the person against liability
under  the  provisions  of  Minnesota  corporate  law.  Vicom's  Articles  of
Incorporation  provide  for  indemnification  pursuant to Minnesota statutes. We
also  have  directors'  and  officers' insurance in the amount of $1,000,000 per
occurrence.

                                  LEGAL MATTERS

     The validity of the shares of common stock being offered by this prospectus
will  be  passed  upon  for  us  by Steven M. Bell, Esq. of New Hope, Minnesota.


                                    EXPERTS

     The  consolidated  financial  statements  and  Schedule  II  of  Vicom,
Incorporated  and  Subsidiaries incorporated by reference in this prospectus for
the year ended December 31, 2001 have been audited by Virchow, Krause & Company,
LLP,  and  for  the  years ended December 31, 2000 and 1999 have been audited by
Lurie  Besikof  Lapidus & Company, LLP independent certified public accountants,
as  indicated  in  their  reports  with respect thereto, and are incorporated by
reference  in  this  prospectus  in  reliance upon the authority of such firm as
experts  in  accounting  and  auditing.

                                        7


     WHERE  YOU  CAN  FIND  MORE  INFORMATION

     We  will  be filing annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission under File No.
0-13529.  You  may  read  and copy any document in our public files at the SEC's
offices  at:

     -    Judiciary  Plaza
          450  Fifth  Street,  NW
          Room  1024
          Washington,  D.C.  20549

     -    500  West  Madison  Street
          Suite  1400
          Chicago,  Illinois  60606

     -    3475  Lenox,  N.E.
          Suite  1000
          Atlanta,  Georgia  30326


     Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
website  at  http://www.sec.gov,  through  the  SEC's  electronic data gathering
analysis  and  retrieval system, EDGAR. Our common stock is traded on the NASDAQ
Smallcap  Market under the symbol "VICM." Information about us is also available
from  the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington,  D.C.  20006.

     This  prospectus is part of a registration statement that we filed with the
SEC.  You should rely only on the information provided in this prospectus or any
supplement.  We  have  not  authorized anyone else to provide you with different
information.  You  should  not assume that the information in this prospectus or
any  supplement  is  accurate as of any date other than the date on the front of
that  document.

                                        8

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The  following  documents,  which  we  have  filed with the Commission, are
incorporated  by  reference  in  this  Prospectus:

          -    our Annual Report on Form 10-K for the fiscal year ended December
               31,  2001;

          -    our  proxy statement for the 2001 Annual Meeting of Shareholders;

          -    our  quarterly  reports  on  Form  10-Q  for  the  quarters ended
               September 30, 2002, June 30, 2002 and March 31, 2002, as amended;

          -    our  Forms 8-K filed October 26, 2001 and 8-K/A filed November 5,
               2001;  and

          -    the description of our common stock contained in our Registration
               Statement  on  Form  10.

     All documents we file in the future pursuant to Section 13(a), 13(c), 14 or
15(d)  of  the  Exchange  Act after the date of this Prospectus and prior to the
termination  of  the  offering  are  also  incorporated  by reference and are an
important  part  of  this  Prospectus.  Any  statement  contained  in a document
incorporated by reference in this Prospectus shall be modified or superseded for
purposes  of  this  Prospectus  to the extent that a statement contained in this
Prospectus  or in any other subsequently filed document which is incorporated by
reference  modifies  or  supersedes  such  statement.

     We  will  provide  without charge to each person to whom this Prospectus is
delivered, upon request, a copy of any or all documents that have been or may be
incorporated  by  reference  in  the  Prospectus  (other  than  exhibits to such
documents  which  are  not  specifically  incorporated  by  reference  into such
documents).  Your  requests should be directed to our Chief Financial Officer at
our  principal  executive  offices  at:

                            9449 Science Center Drive
                           New Hope, Minnesota  55428
                         Telephone Number (763) 504-3000

                INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

     All  statements  contained  in  this  Prospectus  and  the  documents  we
incorporate  be  reference  that  are  not  statements  of  historical  fact are
"forward-looking  statements".  Sometimes  these  statements  contain words like
"believe",  "belief", "plan", "anticipate", "expect", "estimate", "may", "will",
or  similar  terms.  Forward-looking  statements  involve  known  or  unknown
uncertainties and other factors that could cause actual results to be materially
different  from  historical  results  or  from  any  future results expressed or
implied  by  the forward-looking statements.  The "Risk Factors" section of this
Prospectus,  beginning  on  page 2, summarizes certain of the material risks and
uncertainties  that  could cause our actual results, performance or achievements
to differ materially from what we have said in this Prospectus and the documents
we  incorporate  by  reference.  The  Risk  Factors  apply  to  all  of  our
forward-looking  statements.  Given  these  uncertainties,  you should not place
undue  reliance  on these forward-looking statements, which speak only as of the
date of this Prospectus.  We will not revise these forward-looking statements to
reflect  events or circumstances after the date of this Prospectus or to reflect
the  occurrence  of  unanticipated  events.

                                        9










                                     VICOM,
                                  INCORPORATED




                         620,000 Shares of Common Stock





                                   PROSPECTUS





                               JANUARY 24, 2003


                                       10

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM  14.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

     The following table sets forth expenses and costs payable by the Registrant
expected  to be incurred in connection with the issuance and distribution of the
securities  described  in this registration statement. All amounts are estimated
except  for  the  Securities  and  Exchange  Commission's  registration  fee.


                                                                       AMOUNT
                                                                       ------

Registration fee under Securities Act. . . . . . . . . . . . . .      $174.00
Selling Agent's commissions. . . . . . . . . . . . . . . . . . .        $0.00
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . .    $2,216.00
Accounting fees and expenses. . . . . . . . . . . . . . . . . . .   $4,410.00
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . .   $2,000.00
Registrar and transfer agent fees. . . . . . . . . . . . . . . .        $0.00
Miscellaneous expenses. . . . . . . . . . . . . . . . . . . . .     $1,200.00

  Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $10,000.00





ITEM  15.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Section 302A.521 of the Minnesota Statutes empowers a Minnesota corporation
to  indemnify its officers and directors and certain other persons to the extent
and  under  the  circumstances  set  forth  therein.

     Article  VII  of  the Registrant's Articles of Incorporation eliminates the
liability  of  directors of the Registrant to the Registrant or its shareholders
for  monetary  damages  for  breach of fiduciary duty except for any breach of a
director's  duty  of  loyalty to the Registrant or its shareholders, for acts or
omissions  not in good faith or that involve intentional misconduct or a knowing
violation of law, under Sections 302A.559 of the Minnesota Statutes (relating to
illegal  distributions) or Section 80A.23 of the Minnesota Statutes (relating to
securities  law violations), for any transaction from which the director derived
an  improper personal benefit; or for any act or omission occurring prior to May
22,  1987,  which  is  the date that this provision in the Registrant's Articles
became  effective.

     The  above  discussion of Section 302A.521 and of the Registrant's Articles
of  Incorporation is not intended to be exhaustive and is respectively qualified
in  its  entirety  by  such  statute  and  the  Articles  of  Incorporation. The
Registrant has insurance in the amount of $1,000,000 per occurrence insuring its
directors and officers and those of its subsidiaries against certain liabilities
they  may  incur  in  their  capacity  as  directors  and  officers.

                                       11


ITEM  16.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES.

     The  following  documents  are  filed  as  exhibits  to  this  registration
statement:


  EXHIBIT  NO.     DESCRIPTION
  ------------     -----------

2.1     Asset  Purchase  Agreement  and related documents with Enstar Networking
        Corporation  dated  December  31,  1998(1)
2.2     Agreement and Plan of Merger with Ekman, Inc. dated December 29, 1999(1)
3.1     Amended  and  Restated  Articles  of  Incorporation  of  Vicom,  Inc.(1)
3.2     Restated  Bylaws  of  Vicom,  Incorporated(1)
3.3     Articles  of  Incorporation  of  Corporate  Technologies,  USA,  Inc.(1)
3.4     Bylaws  of  Corporate  Technologies,  USA,  Inc.(1)
4.1     Certificate  of  Designation  of  the  Relative Rights, Restrictions and
        Preferences of 8% Class A Cumulative Convertible Preferred Stock and 10%
        Class B Cumulative  Convertible  Preferred  Stock  dated  December  9,
        1998(1)
4.2     Form  of  Warrant  Agreement(1)
4.3     Warrant  Agreement  with  James  Mandel  dated  December  29,  1999(1)
4.4     Warrant  Agreement  with  Marvin  Frieman  dated  December  29,  1999(1)
4.5     Warrant  Agreement  with  Pierce  McNally  dated  December  29,  1999(1)
4.6     Warrant  Agreement  with  Enstar,  Inc.  dated  December  29,  1999(1)
4.7     Warrant  Agreement  with  David  Ekman  dated  December  29,  1999(1)
4.8     Certificate  of  Designation  of  the  Relative Rights, Restrictions and
        Preferences  of  10%  Class  C  Cumulative  Convertible  Stock(1)
5.1     Opinion  of  Steven  M.  Bell,  Esq.(6)
10.1    Vicom  Lease  with  Marbell  Realty  dated  June  20,  1996(1)
10.2    Employment  Agreement  with  Marvin  Frieman  dated  October 1, 1996(1)
10.3    Employment  Agreement  with  Steven  Bell  dated  October  1,  1996(1)
10.4    Employment  Agreement  with  James  Mandel  dated  August  14,  1998(1)
10.5    Vicom  Associate  Agreement  with  NEC America, Inc. dated June 1999(1)
10.6    Loan  Agreement  with  Wells  Fargo  dated  June  17,  1999(1)
10.7    Employment  Agreement  with  David  Ekman  dated  December  29, 1999(1)
10.8    Debenture Loan Agreement with Convergent Capital dated March 9, 2000(1)
10.9    Corporate  Technologies, USA, Inc. lease with David Ekman dated January
        19,  2000(1)
10.10   Amendment  dated  July  11,  2000  to  debenture  loan  agreement with
        Convergent  Capital  dated  March  9,  2000.(2)
10.11   Corporate technologies agreement with Siemans dated December 14, 2001(4)
10.12   Note  with  Pyramid  Trading,  L.P.  (4)
10.14   Employment  Agreement  of  Steven  M.  Bell  dated January, 1, 2002(5)
10.15   Employment  Agreement  of  James  Mandel  dated  January  1,  2002(5)
19.1    2000  Non-Employee  Director  Stock  Compensation  Plan  (3)
19.2    2000  Employee  Stock  Purchase  Plan  (3)
21.1    List  of  subsidiaries  of  the  registrant(1)
23.1    Consent of Lurie, Besikof, Lapidus & Company, LLP (6)
23.2    Consent of Virchow, Krause & Company, LLP (6)
24.1    Power  of Attorney (included on signature page of original registration
        statement)



(1)     Previously  filed  as  the same exhibit to the Registrant's Registration
        Statement  on  Form  10,  as  amended.

(2)     Previously  filed  as  the  same  exhibit  to  the original Registration
        Statement  on Form S-1 filed on August 11, 2000 and declared effective
        on August 18,  2000.

(3)     Previously  filed as the same exhibit to Registrant's Proxy Statement on
        Form  14A,  filed  on  July  31,  2000.

(4)     Previously  filed  as  the  same  exhibit  to  the original Registration
        Statement  on Form S-1 filed on August 15, 2001 and declared effective
        on August 20,  2001.

(5)     Previously  filed  as  the same exhibit to Registrant's Form 10-Q, filed
        May  15,  2002

(6)     Filed  herewith.

                                       12


ITEM  17.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (1)     To file, during any period in which offers or sales are being made,
             a  post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any  prospectus  required by section 10(a)(3) of the
               Securities  Act  of  1933;

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in  the  maximum  aggregate  offering  price  set  forth  in  the
               "Calculation  of  Registration  Fee"  table  in  the  effective
               registration  statement.

          (iii)To include any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement;

     (2)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new registration statement relating to the securities
          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

     The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  reports  pursuant to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant  pursuant  to  the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is  against public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling person of the registrant in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such  issue.

     The  undersigned  registrant  hereby  undertakes  that:

     (1)  For  purposes of determining any liability under the Securities Act of
          1993,  the  information  omitted  from the form of prospectus filed as
          part  of  this  registration  statement in reliance upon Rule 430A and
          contained  in a form of prospectus filed by the registrant pursuant to
          Rule  424(b)(1)  or  (4)  or  497(h) under the Securities Act shall be
          deemed to be part of this registration statement as of the time it was
          declared  effective.

     (2)  For  purposes of determining any liability under the Securities Act of
          1993, each post-effective amendment that contains a form of prospectus
          shall  be  deemed  to  be a new registration statement relating to the
          securities  offered  therein,  and  the offering of such securities at
          that  time  shall  be  deemed  to  be  the  initial bona fide offering
          thereof.
                                       13


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to registration statement on Form S-3 to be
signed  on its behalf by the undersigned, thereunto duly authorized, in the City
of  New  Hope,  State  of  Minnesota,  on  January  24,  2003.

                            Vicom,  Incorporated
                            By:

                                                    Steven  M.  Bell
                                      President  and  Chief  Financial  Officer

     Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
registration  statement  on Form S-3 has been signed by the following persons in
their  capacities  indicated  as  of  January 24, 2003.


               SIGNATURE                       TITLE
               ---------                       -----

Steven.  M.  Bell          President,  Chief  Financial  Officer  and  Director
-----------------
/s/  Steven  M.  Bell      (Principal  Financial  and  Accounting  Officer)


James  L.  Mandel
-----------------
/s/  James  L.  Mandel     Chief  Executive  Officer  and  Director  (Principal
                           Executive  Officer)

Marvin  Frieman
---------------
/s/  Marvin  Frieman       Chairman  and  Director

Jonathan  Dodge
---------------
/s/  Jonathan  Dodge       Director


David  Ekman
------------
/s/  David  Ekman          Director


Donald  Miller
--------------
/s/  Donald  Miller        Director


David  Weiss
------------
/s/  David  Weiss          Director


Jon  Tollefson
--------------
/s/  Jon  Tollefson        Director






*By:

          Steven  M.  Bell
          Attorney-in-Fact

                                       14



                                INDEX TO EXHIBITS

  EXHIBIT  NO.     DESCRIPTION
  ------------     -----------

2.1     Asset  Purchase  Agreement  and related documents with Enstar Networking
        Corporation  dated  December  31,  1998(1)
2.2     Agreement and Plan of Merger with Ekman, Inc. dated December 29, 1999(1)
3.1     Amended  and  Restated  Articles  of  Incorporation  of  Vicom,  Inc.(1)
3.2     Restated  Bylaws  of  Vicom,  Incorporated(1)
3.3     Articles  of  Incorporation  of  Corporate  Technologies,  USA,  Inc.(1)
3.4     Bylaws  of  Corporate  Technologies,  USA,  Inc.(1)
4.1     Certificate  of  Designation  of  the  Relative Rights, Restrictions and
        Preferences of 8% Class A Cumulative Convertible Preferred Stock and 10%
        Class B Cumulative  Convertible  Preferred  Stock  dated  December  9,
        1998(1)
4.2     Form  of  Warrant  Agreement(1)
4.3     Warrant  Agreement  with  James  Mandel  dated  December  29,  1999(1)
4.4     Warrant  Agreement  with  Marvin  Frieman  dated  December  29,  1999(1)
4.5     Warrant  Agreement  with  Pierce  McNally  dated  December  29,  1999(1)
4.6     Warrant  Agreement  with  Enstar,  Inc.  dated  December  29,  1999(1)
4.7     Warrant  Agreement  with  David  Ekman  dated  December  29,  1999(1)
4.8     Certificate  of  Designation  of  the  Relative Rights, Restrictions and
        Preferences  of  10%  Class  C  Cumulative  Convertible  Stock(1)
5.1     Opinion  of  Steven  M.  Bell,  Esq.(6)
10.1    Vicom  Lease  with  Marbell  Realty  dated  June  20,  1996(1)
10.2    Employment  Agreement  with  Marvin  Frieman  dated  October 1, 1996(1)
10.3    Employment  Agreement  with  Steven  Bell  dated  October  1,  1996(1)
10.4    Employment  Agreement  with  James  Mandel  dated  August  14,  1998(1)
10.5    Vicom  Associate  Agreement  with  NEC America, Inc. dated June 1999(1)
10.6    Loan  Agreement  with  Wells  Fargo  dated  June  17,  1999(1)
10.7    Employment  Agreement  with  David  Ekman  dated  December  29, 1999(1)
10.8    Debenture Loan Agreement with Convergent Capital dated March 9, 2000(1)
10.9    Corporate  Technologies, USA, Inc. lease with David Ekman dated January
        19,  2000(1)
10.10   Amendment  dated  July  11,  2000  to  debenture  loan  agreement with
        Convergent  Capital  dated  March  9,  2000.(2)
10.11   Corporate technologies agreement with Siemans dated December 14, 2001(4)
10.12   Note  with  Pyramid  Trading,  L.P.  (4)
10.14   Employment  Agreement  of  Steven  M.  Bell  dated January, 1, 2002(5)
10.15   Employment  Agreement  of  James  Mandel  dated  January  1,  2002(5)
19.1    2000  Non-Employee  Director  Stock  Compensation  Plan  (3)
19.2    2000  Employee  Stock  Purchase  Plan  (3)
21.1    List  of  subsidiaries  of  the  registrant(1)
23.1    Consent of Lurie, Besikof, Lapidus & Company, LLP (6)
23.2    Consent of Virchow, Krause & Company, LLP (6)
24.1    Power  of Attorney (included on signature page of original registration
        statement)



(1)     Previously  filed  as  the same exhibit to the Registrant's Registration
        Statement  on  Form  10,  as  amended.

(2)     Previously  filed  as  the  same  exhibit  to  the original Registration
        Statement  on Form S-1 filed on August 11, 2000 and declared effective
        on August 18,  2000.

(3)     Previously  filed as the same exhibit to Registrant's Proxy Statement on
        Form  14A,  filed  on  July  31,  2000.

(4)     Previously  filed  as  the  same  exhibit  to  the original Registration
        Statement  on Form S-1 filed on August 15, 2001 and declared effective
        on August 20,  2001.

(5)     Previously  filed  as  the same exhibit to Registrant's Form 10-Q, filed
        May  15,  2002

(6)     Filed  herewith.

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